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All references in this report to “Janus Living,” the “Company,” “we,” “us,” or “our” mean Janus Living, Inc., together with its consolidated subsidiaries. Unless the context suggests otherwise, references to “Janus Living, Inc.” mean the parent company without its subsidiaries.
Cautionary Language Regarding Forward-Looking Statements
Statements in this Quarterly Report on Form 10-Q that are not historical factual statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, among other things, statements regarding our and our officers’ intent, belief or expectation as identified by the use of words such as “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “estimate,” “could,” “would,” “should” and other comparable and derivative terms or the negatives thereof. Forward-looking statements reflect our current expectations and views about future events and are subject to risks and uncertainties that could cause actual results, including our future financial condition and results of operations, to differ materially from those expressed or implied by any forward-looking statements. You are urged to carefully review the disclosures we make concerning risks and uncertainties that may affect our business and future financial performance.
Forward-looking statements are based on certain assumptions and analysis made in light of our experience and perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate under the circumstances. While forward-looking statements reflect our good faith belief and assumptions we believe to be reasonable based upon current information, we can give no assurance that our expectations or forecasts will be attained. Further, we cannot guarantee the accuracy of any such forward-looking statement contained in this Quarterly Report on Form 10-Q, and you should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. Except as required by law, we do not undertake, and hereby disclaim, any obligation to update any forward-looking statements, which speak only as of the date on which they are made.
As more fully set forth under “Risk Factors” in our prospectus filed on June 3, 2026 with the Securities and Exchange Commission (“SEC”), as part of our Registration Statement on Form S-11 (File No. 333-296384) (such prospectus and registration statement, the “Registration Statement”), principal risks and uncertainties that may cause our actual results to differ materially from the expectations contained in the forward-looking statements include, among other things:
•macroeconomic trends that may increase labor, construction, and other operating or administrative costs or impact prospective residents’ willingness or ability to move into our communities;
•entrance fee refund obligations and related actuarial assumptions;
•our dependence on the performance of our operators;
•our dependence on a limited number of operators;
•factors adversely affecting our operators’ ability to meet their financial and other contractual obligations to us;
•our ability to identify and secure new or replacement operators;
•the transition of management of certain of the properties in our senior housing portfolio to new operators;
•delays by seniors in moving to senior housing communities;
•our concentration of real estate investments in the senior housing sector, which makes us more vulnerable to an economic downturn or slowdown in that specific sector than if we invested across multiple sectors;
•the illiquidity of our real estate investments;
•operational risks associated with our communities, all of which are owned and operated under RIDEA (as defined below) or similar structures;
•the failure of our operators to comply with federal, state, and local laws and regulations, including resident health and safety requirements, as well as licensure, certification, and inspection requirements;
•changes to regulatory, funding, staffing, trade, and other policies and actions;
•the requirements of, or changes to, governmental reimbursement programs such as Medicare or Medicaid;
•required regulatory approvals to transfer our senior housing properties;
•compliance with the ADA and fire, safety, and other regulations;
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•economic conditions, natural disasters, weather, and other events or conditions that negatively affect the geographic areas where we have concentrated investments;
•uninsured or underinsured losses, which could result in a significant loss of our capital invested in a property, lower than expected future revenues, and unanticipated expenses;
•our property development and redevelopment, which can render a project less profitable or unprofitable and delay or prevent its undertaking or completion;
•competition for suitable properties to grow our initial portfolio;
•any requirement that we recognize reserves, allowances, credit losses, or impairment charges;
•investment of substantial resources and time in investments or transactions that are not consummated;
•our ability to successfully integrate or operate acquisitions;
•the potential impact of unfavorable resolution of litigation or disputes and resulting rising liability and insurance costs;
•environmental compliance costs and liabilities associated with our real estate investments;
•epidemics, pandemics, or other infectious disease outbreaks, and health and safety measures intended to reduce their spread;
•potential government and financial audits, enforcement actions and recovery activity as a result of our predecessor’s receipt of PRF funds;
•net losses in future periods;
•our reliance and the reliance of Healthpeak Investment Management, LLC (“Manager”) on information technology and any material failure, inadequacy, interruption, or security failure of that technology;
•the use of, or inability to use, artificial intelligence or other disruptive new technologies by us, our Manager, our operators, our vendors, and our investors;
•our ability to implement and maintain an effective system of internal control over financial reporting;
•our ability to implement and maintain effective disclosure controls and procedures;
•volatility, disruption, or uncertainty in the financial markets;
•increased interest rates and borrowing costs, which could impact our business and ability to refinance existing debt, sell properties, and conduct investment activities;
•the availability of external capital on favorable terms or at all;
•an increase in our level of indebtedness;
•covenants in our debt instruments, which may limit our operational flexibility, and breaches of these covenants;
•our ability to maintain our qualification as a REIT;
•Healthpeak’s failure to qualify as a REIT during certain periods prior to our IPO;
•our TRSs being subject to corporate level tax;
•tax imposed on any net income from “prohibited transactions”;
•changes to U.S. federal income tax laws;
•increased taxable gains due to acquisitions of property in tax-deferred transactions;
•potential deferred and contingent tax liabilities from corporate acquisitions, including certain of our acquisitions from Healthpeak;
•calculating non-REIT tax earnings and profits;
•provisions in Maryland law and our charter and bylaws that may delay, defer or prevent an acquisition of our Class A-1 common stock or a change in control;
•conflicts of interest between the interests of our stockholders and the interests of holders of common units;
•provisions in the operating agreement of our Operating Company or other agreements that may delay or prevent unsolicited acquisitions of us and certain other transactions;
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•our dependence on our Manager and its personnel and our ability to find a suitable replacement for our Manager if the Management Agreement is terminated or if personnel of our Manager leave the employment of our Manager;
•conflicts of interest with our Manager and its affiliates, including Healthpeak; and
•cash available for distribution to stockholders and our ability to make dividend distributions at expected levels.
Important Information Regarding Our Disclosure to Investors
We may use our website (www.janusreit.com) and our LinkedIn account (https://www.linkedin.com/company/janusliving) to communicate with our investors and disclose company information. The information disclosed through those channels may be considered to be material, so investors should monitor them in addition to our press releases, SEC filings, and public conference calls and webcasts. The contents of our website or social media channels referenced herein are not incorporated by reference into this Quarterly Report on Form 10-Q.
Overview
The information set forth in this Item 2 is intended to provide readers with an understanding of our financial condition, changes in financial condition, and results of operations and should be read in conjunction with the Combined and Consolidated Financial Statements and accompanying Notes. We will discuss and provide our analysis in the following order:
•Executive Summary
•Market Trends and Uncertainties
•Company Highlights
•Dividends
•Results of Operations
•Liquidity and Capital Resources
•Non-GAAP Financial Measures Reconciliations
•Critical Accounting Estimates
Executive Summary
Janus Living, Inc. (“Janus Living” or the “Company”) is a pure-play senior housing real estate investment trust (“REIT”), and the only United States (“U.S.”) publicly traded REIT whose portfolio is owned and operated under the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”) or similar structures. Janus Living has a portfolio consisting of 41 senior housing communities, comprised of 11,420 units as of June 30, 2026. Our communities are located primarily in major retirement markets across 13 states, with units in Florida and Texas representing 64% of the total units as of June 30, 2026. Services provided by our operators under a RIDEA or similar structure are primarily paid for directly by the residents, rather than governmental reimbursement programs, which provides Janus Living with greater visibility into operating cash flow from our communities. Janus Living is externally managed by the Manager, an indirect subsidiary of Healthpeak Properties, Inc. (“Healthpeak”). On March 23, 2026, the Company completed its initial public offering to become a newly formed public company (see “—Company Highlights—Initial Public Offering” below).
At June 30, 2026, our portfolio of investments included 41 senior housing communities. The following table summarizes certain financial information for the three months ended June 30, 2026 (dollars in thousands):
Non-GAAP Financial Data: Three Months Ended June 30, 2026
Net income (loss) $ 14,858
Net Operating Income (“NOI”)(1) 57,670
Adjusted NOI(1) 57,670
Same-Store NOI(1) 43,660
Same-Store Adjusted NOI(1) 43,660
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(1)NOI, Adjusted NOI, Same-Store NOI, and Same-Store Adjusted NOI are non-GAAP financial measures. For definitions of NOI, Adjusted NOI, Same-Store NOI, and Same-Store Adjusted NOI, and a statement of why our management believes the presentation of these metrics provides useful information to investors and any additional purposes for which management uses these metrics, see “Non-GAAP Financial Measures” below. See our Same-Store and Total Portfolio Analysis below for additional information.
For a description of our significant activities during the three and six months ended June 30, 2026, see “Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations—Company Highlights” in this report.
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Business Strategy
Our business objectives are to grow our cash flows, maintain financial flexibility, increase the value of our portfolio, make regular cash distributions to our stockholders, and generate attractive risk-adjusted returns through the following growth strategies:
(i)Drive External Growth Through Disciplined Acquisitions: We intend to expand our senior housing footprint through disciplined acquisitions of high-quality senior housing communities, with a particular focus on assets that can be integrated into our RIDEA operating platform. We believe the RIDEA or similar structures offer superior alignment between ownership and operations, enabling us to actively participate in upside performance while maintaining flexibility in operator selection and asset strategy. We prioritize acquisitions in both existing markets—where we can leverage operational synergies—and new U.S. geographies that exhibit favorable demographic trends, limited new supply, and strong fundamentals. We see meaningful opportunity to scale our portfolio with both new and existing operators, who bring deep market knowledge and access to proprietary deal flow, and who share our commitment to quality, compliance, and resident outcomes. Our external growth strategy is grounded in our Manager’s rigorous underwriting, local market intelligence, and a disciplined approach to capital deployment, all of which positions us to expand our platform while maintaining operational excellence.
(ii)Continue to Capitalize on Opportunities for Expansion, Redevelopment, and Densification of Our Life Plan Communities: We are actively reinvesting in our existing life plan communities to unlock embedded value and support long-term performance. Across our portfolio of life plan communities, we have identified multiple opportunities for expansion and redevelopments, including the addition of independent living units, amenity upgrades, and wellness-focused programming. These investments are designed to meet evolving resident preferences and extend length of stay. We continue to evaluate expansion opportunities at select campuses with available land and favorable market dynamics, and we prioritize projects based on yield potential and local demand indicators, and excess land on many of our campuses allows for future development and densification opportunities with no incremental land cost.
(iii)Utilize Our Life Plan Communities’ Unique Entrance Fee Model: Our life plan communities are differentiated by an entrance fee model that provides upfront cash flow to us in addition to monthly resident fees. Our entrance fees are predominantly non-refundable, a materially different contract structure than that of traditional continuing care retirement communities. Additionally, most of our entrance fee contracts come with some level of discounted rates on future healthcare and include rate increase caps equal to the consumer price index plus 2%.
Market Trends and Uncertainties
Our operating results have been and will continue to be impacted by global and national economic and market conditions generally and by the local economic conditions where our communities are located.
Elevated interest rates and volatility in public and private equity and fixed income markets have led to increased costs and limitations on the availability of capital and have adversely impacted, and could continue to adversely impact, our borrowing costs, the fair value of fixed rate instruments, transaction volume, and real estate values generally, including our senior housing communities.
In addition, we and our operators may be affected by various factors over which we and they have no control. Those factors include, without limitation, the overall health of the economy, inflation pressures, supply chain issues, labor supply and cost, ability to hire and maintain qualified staff, ability to control other rising operating or construction costs, changes in the supply of or demand for competing senior housing properties, the potential for significant reform in healthcare policy or regulation, and the impact of any infectious disease and epidemic outbreaks. We cannot presently predict what impact these potential events may have on our operating results and cash flows, if any.
See “Risk Factors” in the Registration Statement for additional discussion of the risks posed by macroeconomic conditions, as well as the uncertainties we and our operators may face as a result.
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Company Highlights
Initial Public Offering
•In March 2026, we completed our initial public offering (“IPO”) of 48,300,000 shares of our Class A-1 common stock, which includes the exercise in full by the underwriters of their option to purchase up to an additional 6,300,000 shares of Class A-1 common stock, at a price to the public of $20.00. The IPO generated total gross proceeds of $966 million, less $65 million of fees paid to the underwriters. Shares of our Class A-1 common stock began trading on the New York Stock Exchange on March 20, 2026 under the ticker symbol “JAN.” See Notes 1, 11, and 18 to the Combined and Consolidated Financial Statements for additional information.
June Follow-On Offering
•On June 4, 2026, an additional 25,000,000 shares of Class A-1 common stock were issued to public investors following the completion of a public offering (the “June Follow-On Offering”). As part of the June Follow-On Offering, we granted the underwriters a 30-day option to purchase up to an additional 3,750,000 shares of Class A-1 common stock, which was exercised in full on June 22, 2026. The June Follow-On Offering generated total gross proceeds of $719 million, less $28 million of fees paid to the underwriters.
Real Estate Transactions
•In January 2026, we acquired our joint venture partner’s 46.5% interest in SH 2019 Ventures, LLC (the “JV”) for $312 million (“JV Buyout”).
•During the three months ended March 31, 2026, we acquired (i) a portfolio of two senior housing communities in Atlanta, Georgia for $240 million, (ii) a portfolio of three senior housing communities in Orlando, Florida for $121 million, and (iii) one senior housing community in Seattle, Washington for $41 million.
•During the three months ended June 30, 2026, we acquired (i) one senior housing community in Tucson, Arizona for $52 million and (ii) one senior housing community in Seattle, Washington for $52 million.
•Subsequent to June 30, 2026, we acquired the following, in each case for a gross purchase price as noted: (i) eight senior housing communities in Texas and New Mexico for $150 million, (ii) one senior housing community in Naples, Florida for $149 million, (iii) one senior housing community in Lexington, Kentucky for $50 million, (iv) three senior housing communities in Atlanta, Georgia for $425 million, (v) four senior housing communities in Florida for $190 million, and (vi) one senior housing community in Denver, Colorado for $47 million.
•During the three months ended June 30, 2026, we sold one senior housing community for $23 million.
Financing Activities
•In January 2026, we made a $102 million early full principal repayment of mortgage debt secured by two senior housing communities with original maturities in December 2026.
•In March 2026, concurrent with the closing of the IPO, we entered into a credit agreement consisting of a $500 million revolving credit facility maturing in March 2030 and a $100 million term loan maturing in March 2031, each bearing interest at SOFR plus 105 and 110 basis points, respectively. As of June 30, 2026, there were no outstanding borrowings under the credit agreement.
Dividends
On July 8, 2026, our Board of Directors declared a monthly common stock cash dividend of $0.0475 per share for each of July, August, and September 2026, payable on July 29, 2026, August 26, 2026, and September 23, 2026, respectively, to stockholders of record as of the close of business on July 17, 2026, August 14, 2026, and September 11, 2026, respectively.
During the three months ended June 30, 2026, our Board of Directors declared and paid common stock cash dividends of $0.1599 per share, which was comprised of a pro rata quarterly common stock cash dividend of $0.0174 per share for the period commencing from the date of the IPO through March 31, 2026 and a quarterly common stock cash dividend of $0.1425 per share for the three months ended June 30, 2026.
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Results of Operations
We have one operating segment, senior housing, based on how our Chief Operating Decision Maker (“CODM”), the President and Chief Executive Officer, assesses performance and allocates resources. Our reportable segment, as determined in accordance with ASC 280, Segment Reporting, is the same as our operating segment. Our senior housing properties are operated through RIDEA or similar structures. We evaluate performance based: (i) on net income (loss) as reported on our Combined and Consolidated Statements of Operations, as we believe it provides a comprehensive indication of overall results of operations and (ii) Adjusted NOI, as further described below. The accounting policies of our reportable segment are the same as those described in the Note 2 to the combined financial statements for the fiscal year ended December 31, 2025 included in our Registration Statement, as updated by Note 2 herein.
Non-GAAP Financial Measures
NOI and Adjusted NOI
NOI and Adjusted NOI are non-U.S. generally accepted accounting principles (“GAAP”) supplemental financial measures used to evaluate the performance of our business. NOI represents resident fees and services less property level operating expenses. Adjusted NOI is calculated as NOI after eliminating the effects of operator transition costs and actuarial reserves for insurance claims that have been incurred but not reported. NOI and Adjusted NOI exclude all other financial statement amounts included in net income (loss). NOI and Adjusted NOI are calculated as NOI and Adjusted NOI, respectively, from our properties, using our share of NOI and Adjusted NOI, respectively, from the JV (calculated by applying our actual ownership percentage for the period) and excluding noncontrolling interests’ share from consolidated joint ventures (calculated by applying our actual ownership percentage for the period) of NOI and Adjusted NOI, respectively. Prior to the JV Buyout, we utilized our share of NOI and Adjusted NOI in assessing our performance as the JV contributed to our performance. Our share of NOI and Adjusted NOI should not be considered a substitute for, and should only be considered together with and as a supplement to, our financial information presented in accordance with GAAP. Our pro rata share information is prepared on a basis consistent with the comparable consolidated amounts, is intended to reflect our proportionate economic interest in the operating results of properties in our portfolio and is calculated by applying our actual ownership percentage for the period. Prior to the JV Buyout, we did not control the JV, and the pro rata presentations of reconciling items included in NOI and Adjusted NOI do not represent our legal claim to such items during periods prior to the JV Buyout. We and our JV partner were entitled to profit or loss allocations and distributions of cash flows according to the joint venture agreement, which provided for such allocations generally according to its invested capital.
The presentation of pro rata information has limitations, which include, but are not limited to, the following: (i) the amounts shown were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities or the revenues and expenses; and (ii) other companies in our industry may calculate their pro rata interest differently, limiting the usefulness as a comparative measure. Because of these limitations, the pro rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the pro rata financial information as a supplement.
Adjusted NOI is often referred to as “Cash NOI.” Management believes NOI and Adjusted NOI are important supplemental measures because they reflect only income and operating expense items that are incurred at the property level and present them on an unlevered basis. We use Adjusted NOI to make decisions about resource allocations, to assess and compare property level performance and to evaluate our Same-Store performance, as described below. We believe that net income (loss) is the most directly comparable GAAP measure to NOI and Adjusted NOI. NOI and Adjusted NOI should not be viewed as alternative measures of operating performance to net income (loss) as defined by GAAP because they do not reflect various excluded items. Further, our definitions of NOI and Adjusted NOI may not be comparable to the definitions used by other REITs or real estate companies, as they may use different methodologies for calculating NOI and Adjusted NOI. For a reconciliation of net income (loss) to NOI and Adjusted NOI, see “Non-GAAP Financial Measures Reconciliations” below.
Same-Store NOI and Same-Store Adjusted NOI
Properties are included in Same-Store once they are fully operating for the entirety of the comparative periods presented. A property is removed from Same-Store when it is classified as held for sale, sold, placed into redevelopment, or experiences a casualty event or has a planned operator transition that significantly impacts operations. This information allows our stockholders, potential investors, and financial analysts to evaluate the performance of our property portfolio under a consistent population by eliminating changes in the composition of our portfolio of properties. We include properties from our portfolio, including properties owned by the JV, in NOI and Adjusted NOI (see the NOI and Adjusted NOI definitions above for further discussion regarding our use of pro rata share information and its limitations). Same-Store NOI and Same-Store Adjusted NOI exclude certain non-property specific operating expenses that are allocated to our operating segment.
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Same-Store NOI and Same-Store Adjusted NOI are not measurements of financial performance under GAAP. In addition, other REITs or real estate companies may not define Same-Store or calculate Same-Store NOI and Same-Store Adjusted NOI in a manner consistent with our definition or calculation. Same-Store NOI and Same-Store Adjusted NOI should be considered as supplements, but not as alternatives, to our results calculated in accordance with GAAP. For a reconciliation of net income (loss) to Same-Store NOI and Same-Store Adjusted NOI and other relevant disclosures, refer to our Non-GAAP Financial Measures Reconciliations below.
Nareit FFO
FFO, as defined by the National Association of Real Estate Investment Trusts (“Nareit”), is net income (loss) (computed in accordance with GAAP), excluding gains or losses from sales of depreciable property, including any current and deferred taxes directly associated with sales of depreciable property, impairments of, or related to, depreciable real estate or land held for development, plus real estate-related depreciation and amortization, and adjustments to compute our share of Nareit FFO from the JV prior to the JV Buyout. Adjustments for the JV are calculated to reflect our pro rata share. We reflect our share of Nareit FFO for the JV by applying our actual ownership percentage for the period to the applicable reconciling items. Our pro rata share information is prepared on a basis consistent with the comparable consolidated amounts, is intended to reflect our proportionate economic interest in the operating results of properties in our portfolio and is calculated by applying our actual ownership percentage for the period. Prior to the JV Buyout, we did not control the JV, and the pro rata presentations of reconciling items included in Nareit FFO do not represent our legal claim to such items during periods prior to the JV Buyout. We and our JV partner were entitled to profit or loss allocations and distributions of cash flows according to the joint venture agreement, which provided for such allocations generally according to its invested capital.
The presentation of pro rata information has limitations, which include, but are not limited to, the following: (i) the amounts shown were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities or the revenues and expenses; and (ii) other companies in our industry may calculate their pro rata interest differently, limiting the usefulness as a comparative measure. Because of these limitations, the pro rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the pro rata financial information as a supplement.
We believe Nareit FFO is an important supplemental non-GAAP measure of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets utilizes straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. Because real estate values instead have historically risen and fallen with market conditions, presentations of operating results for a REIT that use historical cost accounting for depreciation could be less informative. The term Nareit FFO was designed by the REIT industry to address this issue.
Nareit FFO does not represent cash generated from operating activities in accordance with GAAP, is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income (loss). We compute Nareit FFO in accordance with the current Nareit definition; however, other REITs may report Nareit FFO differently or have a different interpretation of the current Nareit definition from ours. For a reconciliation of net income (loss) to Nareit FFO and other relevant disclosures, refer to “Non-GAAP Financial Measures Reconciliations” below.
FFO As Adjusted
In addition, we present Nareit FFO on an adjusted basis before the impact of non-comparable items, including, but not limited to, transaction and restructuring-related costs, prepayment costs (benefits) associated with early retirement or payment of debt, litigation costs (recoveries), casualty-related charges (recoveries), deferred tax asset valuation allowances and changes in tax legislation, and other impairments (recoveries) and other losses (gains), as applicable (“FFO as Adjusted”). These adjustments are net of tax, when applicable, and are reflective of our share of the JV prior to the JV Buyout. Adjustments for the JV are calculated to reflect our pro rata share. We reflect our share of FFO as Adjusted for the JV by applying our actual ownership percentage for the period to the applicable reconciling items. Our pro rata share information is prepared on a basis consistent with the comparable consolidated amounts, is intended to reflect our proportionate economic interest in the operating results of properties in our portfolio and is calculated by applying our actual ownership percentage for the period. Prior to the JV Buyout, we did not control the JV, and the pro rata presentations of reconciling items included in FFO as Adjusted do not represent our legal claim to such items during periods prior to the JV Buyout. We and our JV partner were entitled to profit or loss allocations and distributions of cash flows according to the joint venture agreement, which provided for such allocations generally according to its invested capital.
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The presentation of pro rata information has limitations, which include, but are not limited to, the following: (i) the amounts shown were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities or the revenues and expenses; and (ii) other companies in our industry may calculate their pro rata interest differently, limiting the usefulness as a comparative measure. Because of these limitations, the pro rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the pro rata financial information as a supplement.
Transaction and restructuring-related costs include expenses incurred as a result of acquisitions, operator transitions, severance, and other investment pursuit costs. Prepayment costs (benefits) associated with early retirement of debt include the write-off of unamortized deferred financing fees, or additional costs, expenses, discounts, make-whole payments, penalties or premiums incurred as a result of early retirement or payment of debt. Management believes that FFO as Adjusted provides a meaningful supplemental measurement of our FFO run-rate and is frequently used by stockholders, potential investors, and financial analysts in the evaluation of our performance as a REIT. At the same time that Nareit created and defined its FFO measure for the REIT industry, it also recognized that “management of each of its member companies has the responsibility and authority to publish financial information that it regards as useful to the financial community.” We believe stockholders, potential investors, and financial analysts who review our operating performance are best served by an FFO run-rate earnings measure that includes certain adjustments to net income (loss), in addition to adjustments made to arrive at the Nareit defined measure of FFO. FFO as Adjusted is used by management in analyzing our business and the performance of our properties and we believe it is important that stockholders, potential investors, and financial analysts understand this measure used by management. We use FFO as Adjusted to: (i) evaluate our performance in comparison with expected results and results of previous periods, relative to resource allocation decisions; (ii) evaluate the performance of our Manager; (iii) budget and forecast future results to assist in the allocation of resources; (iv) assess our performance as compared with similar real estate companies and the industry in general; and (v) evaluate how a specific potential investment will impact our future results. Other REITs or real estate companies may use different methodologies for calculating an adjusted FFO measure, and accordingly, our FFO as Adjusted may not be comparable to those reported by other REITs. For a reconciliation of net income (loss) to FFO as Adjusted and other relevant disclosures, refer to “Non-GAAP Financial Measures Reconciliations” below.
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Comparison of the Three and Six Months Ended June 30, 2026 to the Three and Six Months Ended June 30, 2025
Overview
The following table summarizes results for the three months ended June 30, 2026 and 2025(1) (in thousands):
Three Months Ended June 30,
2026 2025 Change
Net income (loss) $ 14,858 $ (2,570) $ 17,428
Nareit FFO 65,584 33,399 32,185
FFO as Adjusted 63,960 36,213 27,747
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(1)For the reconciliation of non-GAAP financial measures, see “Non-GAAP Financial Measures Reconciliations” below.
Net income (loss) increased primarily as a result of the following:
•an increase in Adjusted NOI related to: (i) increased occupancy, (ii) increased rates for resident fees, (iii) the JV Buyout, and (iv) other acquisitions of senior housing communities in 2026;
•interest earned on proceeds from the IPO and June Follow-On Offering;
•casualty-related recoveries;
•a gain on sale from the disposition of a senior housing community in 2026; and
•an increase in income tax benefit recognized in connection with the disposition of a senior housing community in June 2026.
The increase in net income (loss) was partially offset by:
•an increase in depreciation and amortization expense related to the JV Buyout and acquisitions of senior housing communities in 2026; and
•an increase in transaction costs related to the IPO and senior housing operator transition costs.
Nareit FFO increased primarily as a result of the aforementioned events impacting net income (loss), except for the following, which are excluded from Nareit FFO:
•depreciation and amortization expense; and
•gain on sales of real estate.
FFO as Adjusted increased primarily as a result of the aforementioned events impacting Nareit FFO, except for the following, which are excluded from FFO as Adjusted:
•casualty-related recoveries; and
•transaction costs.
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The following table summarizes results for the six months ended June 30, 2026 and 2025(1) (in thousands):
Six Months Ended June 30,
2026 2025 Change
Net income (loss) $ 42,732 $ (4,680) $ 47,412
Nareit FFO 99,188 68,814 30,374
FFO as Adjusted 113,851 73,022 40,829
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(1)For the reconciliation of non-GAAP financial measures, see “Non-GAAP Financial Measures Reconciliations” below.
Net income (loss) increased primarily as a result of the following:
•an increase in gain upon change of control in connection with the JV Buyout in January 2026;
•an increase in Adjusted NOI related to: (i) increased occupancy, (ii) increased rates for resident fees, (iii) the JV Buyout, and (iv) other acquisitions of senior housing communities in 2026;
•interest earned on proceeds from the IPO and June Follow-On Offering;
•casualty-related recoveries;
•a gain on sale from the disposition of a senior housing community in 2026; and
•an increase in tax benefit recognized in connection with: (i) the disposition of a senior housing community in June 2026 and (ii) the derecognition of certain deferred tax assets and liabilities related to the change in tax status of certain entities in connection with the IPO.
The increase in net income (loss) was partially offset by:
•an increase in depreciation and amortization expense related to the JV Buyout and acquisitions of senior housing communities in 2026; and
•an increase in transaction costs related to the IPO and senior housing operator transition costs.
Nareit FFO increased primarily as a result of the aforementioned events impacting net income (loss), except for the following, which are excluded from Nareit FFO:
•gain upon change of control;
•depreciation and amortization expense; and
•gain on sales of real estate.
FFO as Adjusted increased primarily as a result of the aforementioned events impacting Nareit FFO, except for the following, which are excluded from FFO as Adjusted:
•casualty-related recoveries; and
•transaction costs.
Same-Store and Total Portfolio Analysis
The following table summarizes results for our Same-Store and total property portfolio at and for the three months ended June 30, 2026 and 2025. For the three months ended June 30, 2026, our Same-Store consists of 15 properties representing properties fully operating on or prior to April 1, 2025 and that remained in operation through June 30, 2026. For the six months ended June 30, 2026, our Same-Store consists of 15 properties representing properties fully operating on or prior to January 1, 2025 and that remained in operation through June 30, 2026. See “Non-GAAP Financial Measures” for additional information. Our total property portfolio consisted of 41 and 34 properties at June 30, 2026 and 2025, respectively.
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Same-Store and Total Portfolio Analysis
The following table summarizes results at and for the three months ended June 30, 2026 and 2025 (dollars in thousands, except per unit data):
Same-Store(2) Total Portfolio
Three Months Ended June 30, Three Months Ended June 30,
2026 2025 Change 2026 2025 Change
Resident fees and services $ 161,303 $ 148,855 $ 12,448 $ 216,456 $ 148,855 $ 67,601
Operating expenses (117,643) (111,393) (6,250) (158,786) (111,787) (46,999)
Janus Living’s share of unconsolidated joint venture NOI — — — — 6,020 (6,020)
NOI 43,660 37,462 6,198 57,670 43,088 14,582
Adjustments to NOI(1) — (844) 844 — (881) 881
Adjusted NOI $ 43,660 $ 36,618 $ 7,042 57,670 42,207 15,463
Less: Non-SS adjustments (14,010) (5,589) (8,421)
SS Adjusted NOI $ 43,660 $ 36,618 $ 7,042
Adjusted NOI % change 19.2 %
Property count 15 15 41 34
Average occupancy(2) 88.6% 86.0% 85.5% 85.0%
Average occupied units(3) 6,260 6,074 9,004 7,533
RevPOR per month(4) $ 8,589 $ 8,169 $ 7,484 $ 7,583
_________________________________
(1)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI. Refer to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI. Refer also to “Non-GAAP Financial Measures Reconciliations” below for a reconciliation of NOI and Adjusted NOI to net income (loss).
(2)Refer to “Non-GAAP Financial Measures” above for the definition of Same-Store. Total Portfolio represents the average occupied units as a percentage of the total available units for the period presented, weighted to reflect our ownership share, and excluding any significant redevelopments and any properties held for sale.
(3)Represents average occupied units as reported by the operators for the three-month period.
(4)Represents revenues (including our share of revenues from the JV) per average occupied unit for the applicable period divided by a factor of three. Excludes newly developed assets, assets sold, acquired or converted to a new operating structure during the relevant period, assets in redevelopment, assets that are held for sale, and assets that experienced a casualty event that significantly impacted operations.
Same-Store Adjusted NOI increased primarily as a result of the following:
•increased rates for resident fees; and
•higher occupancy; partially offset by
•higher costs of labor, food, utilities, repairs and maintenance, operator management fees, and other operating expenses.
Total Portfolio Adjusted NOI increased primarily as a result of the aforementioned impacts to Same-Store Adjusted NOI and the following Non-Same-Store impacts:
•increased Adjusted NOI from the JV Buyout; and
•increased Adjusted NOI from other senior housing communities acquired during 2026.
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The following table summarizes results at and for the six months ended June 30, 2026 and 2025 (dollars in thousands, except per unit data):
Same-Store(2) Total Portfolio
Six Months Ended June 30, Six Months Ended June 30,
2026 2025 Change 2026 2025 Change
Resident fees and services $ 321,622 $ 297,782 $ 23,840 $ 416,801 $ 297,782 $ 119,019
Operating expenses (233,949) (221,635) (12,314) (303,384) (222,425) (80,959)
Janus Living’s share of unconsolidated joint venture NOI — — — 748 12,155 (11,407)
NOI 87,673 76,147 11,526 114,165 87,512 26,653
Adjustments to NOI(1) — (844) 844 — (876) 876
Adjusted NOI $ 87,673 $ 75,303 $ 12,370 114,165 86,636 27,529
Less: Non-SS adjustments (26,492) (11,333) (15,159)
SS Adjusted NOI $ 87,673 $ 75,303 $ 12,370
Adjusted NOI % change 16.4 %
Property count 15 15 41 34
Average occupancy(2) 88.5% 86.1% 86.0% 85.1%
Average occupied units(3) 6,257 6,080 8,672 7,534
RevPOR per month(4) $ 8,566 $ 8,163 $ 7,566 $ 7,582
_________________________________
(1)Represents adjustments we make to calculate Adjusted NOI in accordance with our definition of Adjusted NOI. Refer to “Non-GAAP Financial Measures” above for the definition of Adjusted NOI. Refer also to “Non-GAAP Financial Measures Reconciliations” below for a reconciliation of NOI and Adjusted NOI to net income (loss).
(2)Refer to “Non-GAAP Financial Measures” above for the definition of Same-Store. Total Portfolio represents the average occupied units as a percentage of the total available units for the period presented, weighted to reflect our ownership share, and excluding any significant redevelopments and any properties held for sale.
(3)Represents average occupied units as reported by the operators for the six-month period.
(4)Represents revenues (including our share of revenues from the JV) per average occupied unit for the applicable period divided by a factor of six. Excludes newly developed assets, assets sold, acquired or converted to a new operating structure during the relevant period, assets in redevelopment, assets that are held for sale, and assets that experienced a casualty event that significantly impacted operations.
Same-Store Adjusted NOI increased primarily as a result of the following:
•increased rates for resident fees; and
•higher occupancy; partially offset by
•higher costs of labor, food, utilities, repairs and maintenance, operator management fees, and other operating expenses.
Total Portfolio Adjusted NOI increased primarily as a result of the aforementioned impacts to Same-Store Adjusted NOI and the following Non-Same-Store impacts:
•increased Adjusted NOI from the JV Buyout; and
•increased Adjusted NOI from other senior housing communities acquired during 2026.
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Other Income and Expense Items
The following table summarizes the results of our other income and expense items for the three and six months ended June 30, 2026 and 2025 (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 Change 2026 2025 Change
Depreciation and amortization $ 56,473 $ 31,191 $ 25,282 $ 107,871 $ 63,990 $ 43,881
General and administrative 1,334 2,382 (1,048) 4,292 5,514 (1,222)
General and administrative - related party management fee 2,472 — 2,472 2,800 — 2,800
Interest expense 350 949 (599) 701 1,897 (1,196)
Transaction costs 4,278 — 4,278 22,788 — 22,788
Gain (loss) on sales of real estate, net 3,884 — 3,884 3,884 — 3,884
Gain (loss) upon change of control, net — — — 46,270 — 46,270
Gain (loss) on debt extinguishments — — — (403) — (403)
Other income (expense), net 16,465 (4,029) 20,494 17,281 (6,409) 23,690
Income tax benefit (expense) 1,746 (2,096) 3,842 624 (4,687) 5,311
Equity income (loss) from unconsolidated joint venture — 1,009 (1,009) 111 2,460 (2,349)
Noncontrolling interests’ share in earnings (4,135) — (4,135) (677) — (677)
Depreciation and amortization
Depreciation and amortization expense increased for the three and six months ended June 30, 2026 primarily as a result of (i) the JV Buyout and (ii) acquisitions of senior housing communities in 2026.
General and administrative
General and administrative expenses decreased for the three months ended June 30, 2026 primarily as a result of the related party management fee replacing the allocation of general and administrative expenses from Healthpeak subsequent to the IPO. General and administrative expenses decreased for the six months ended June 30, 2026 primarily as a result of a decrease in the allocation of general and administrative expenses from Healthpeak as a result of lower general and administrative expense incurred at Healthpeak prior to the IPO. The decrease in general and administrative expenses during the three and six months ended June 30, 2026 was partially offset by an increase in stand-alone public company general and administrative expenses.
General and administrative - related party management fee
General and administrative - related party management fee increased for the three and six months ended June 30, 2026 due to the Healthpeak management fee incurred subsequent to the IPO.
Interest expense
Interest expense decreased for the three and six months ended June 30, 2026 as a result of the full repayment of our mortgage debt in January 2026, partially offset by fees and amortization of debt issuance costs associated with the credit agreement established at the time of the IPO.
Transaction costs
Transaction costs increased for the three and six months ended June 30, 2026 primarily as a result of costs incurred for the IPO and senior housing operator transition costs.
Gain (loss) on sales of real estate, net
Gain on sales of real estate, net increased for the three and six months ended June 30, 2026 as a result of the disposition of a senior housing community in June 2026 as compared to no dispositions of real estate during the three and six months ended June 30, 2025.
Gain (loss) upon change of control, net
Gain upon change of control increased for the six months ended June 30, 2026 as a result of the JV Buyout in January 2026.
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Gain (loss) on debt extinguishment
Loss on debt extinguishment increased for the six months ended June 30, 2026 as a result of the full repayment of our mortgage debt in January 2026.
Other income (expense), net
Other income (expense), net increased for the three and six months ended June 30, 2026 primarily as a result of: (i) interest earned on proceeds from the IPO and June Follow-On Offering and (ii) casualty-related recoveries recognized in 2026, and (iii) casualty-related losses incurred in 2025 associated with Hurricane Milton.
Income tax benefit (expense)
Income tax benefit increased for the three months ended June 30, 2026 primarily as a result of the income tax benefit recognized in connection with the disposition of a senior housing community in June 2026. Income tax benefit further increased for the six months ended June 30, 2026 primarily as a result of the tax benefit from the derecognition of certain deferred tax assets and liabilities related to the change in tax status of certain entities in connection with the IPO.
Equity income (loss) from unconsolidated joint venture
Equity income (loss) from unconsolidated joint ventures decreased for the three and six months ended June 30, 2026 as a result of the JV Buyout in January 2026.
Noncontrolling interests’ share in earnings
Noncontrolling interests’ share in earnings increased for the three and six months ended June 30, 2026 primarily as a result of the allocation of net income from issuance of common units in Janus Living OP to Healthpeak in connection with the IPO.
Liquidity and Capital Resources
As of June 30, 2026, we had $1.6 billion of cash and cash equivalents. We currently expect that our principal sources of funding will include:
•current cash balances, including the proceeds received from the IPO and June Follow-On Offering;
•cash flows from operations;
•the new credit facilities entered into in connection with the IPO; and
•other forms of debt financings and equity offerings.
Our liquidity requirements and capital commitments primarily consist of:
•operating activities and overall working capital;
•capital expenditures;
•future acquisition, transactional and development activities;
•debt service obligations; and
•funding distributions to our stockholders and noncontrolling interest members.
We anticipate that existing cash balances, cash flows from operations, and available financing arrangements will be adequate to satisfy our short-term liquidity requirements and capital commitments for the next 12 months and for the foreseeable future. We expect to utilize the same sources of capital we will rely on to meet our short-term liquidity requirements to also meet our long-term liquidity requirements, which include funding our operating activities, our debt service obligations and stockholder distributions, and capital expenditures, including our future development, transactional and acquisition activities.
Our ability to access the capital markets impacts our cost of capital, as well as our ability to fund future acquisitions and capital expenditures through the issuance of additional securities or secured debt. Changes in general market and economic conditions impact our ability to access capital and directly impact our cost of capital. Our Revolving Credit Facility and the Term Loan accrue interest at the Secured Overnight Financing Rate (“SOFR”) plus a margin based on our leverage ratio. We also pay a facility fee on the entire commitment under our Revolving Facility that is initially based on our leverage ratio.
While negative impacts to our leverage may adversely impact our cost of borrowing, we believe we would continue to have access to the unsecured debt markets, and we could also seek to enter into one or more secured debt financings, issue additional securities, or dispose of certain assets to fund future operating costs, capital expenditures, or acquisitions, although no assurances can be made in this regard. Refer to “Market Trends and Uncertainties” above for a more comprehensive discussion of the potential impact of economic and market conditions on our business.
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Changes in Material Cash Requirements and Off-Balance Sheet Arrangements
Debt. Our material cash requirements related to debt decreased by $103 million to zero at June 30, 2026, when compared to our cash requirements at December 31, 2025, primarily as a result of the full principal repayment of mortgage debt secured by two senior housing communities in January 2026. See Note 7 to the Combined and Consolidated Financial Statements for additional information about our debt commitments.
Minimum Liquid Reserve (“MLR”). The MLR required by state licensing authorities increased by $1 million to $96 million at June 30, 2026, when compared to the MLR required at December 31, 2025. This net change reflects an increase of $25 million to $68 million in the restricted cash requirement, partially offset by a decrease of $24 million to $28 million in the promissory note requirement. See Note 10 to the Combined and Consolidated Financial Statements for additional information about our MLR requirements.
Other investment commitments. As of June 30, 2026, our total investment was $0.2 million in a fund that makes venture capital investments in early-stage technology solutions (the “AgeTech Investment”). At June 30, 2026, our remaining funding commitment related to the AgeTech Investment was $2 million, which is expected to be funded over the next four years. See Note 13 to the Combined and Consolidated Financial Statements for additional information.
Distribution and dividend requirements. Our dividend policy on our common stock is to distribute a percentage of our cash flow to ensure that we meet the dividend requirements of the Internal Revenue Code of 1986, as amended (the “Code”), relative to maintaining our REIT status, while still allowing us to retain cash to fund capital improvements and other investment activities. Under the Code, REITs may be subject to certain federal income and excise taxes on undistributed taxable income. During the three months ended June 30, 2026, our Board of Directors declared common stock cash dividends of $0.1599 per share, which was comprised of a pro rata quarterly common stock cash dividend of $0.0174 per share for the period commencing from the date of the IPO through March 31, 2026 and a quarterly common stock cash dividend of $0.1425 per share for the three months ended June 30, 2026. On an annualized basis, this would be $0.57 per share. Any future common stock cash dividends, if and as declared, may vary and will be determined by the Board based upon the circumstances prevailing at the time, including our financial condition.
Off-Balance Sheet Arrangements. As of June 30, 2026, we had ten outstanding letter of credit obligations totaling $1 million.
There have been no other material changes, outside of the ordinary course of business, during the six months ended June 30, 2026 to the material cash requirements or material off-balance sheet arrangements disclosed in our Registration Statement for the year ended December 31, 2025, including under the sections entitled “Off-Balance Sheet Arrangements” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Cash Flow Summary
The following summary discussion of our cash flows is based on the Combined and Consolidated Statements of Cash Flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.
The following table sets forth changes in cash flows (in thousands):
Six Months Ended June 30,
2026 2025 Change
Net cash provided by (used in) operating activities $ 112,886 $ 70,295 $ 42,591
Net cash provided by (used in) investing activities (822,389) (44,286) (778,103)
Net cash provided by (used in) financing activities 2,271,784 (16,090) 2,287,874
Operating Cash Flows
Our cash flows from operations are dependent upon the occupancy levels of our properties, residency rates, our operators’ performance, the level of operating expenses, and other factors. Our net cash provided by operating activities increased $43 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily as a result of: (i) an increase in Adjusted NOI from: (a) senior housing communities acquired in 2026, (b) increased rates for resident fees, and (c) higher occupancy, and (ii) non-refundable entrance fee collections, partially offset by an increase in transaction costs related to the IPO.
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Investing Cash Flows
Our cash flows from investing activities are generally used to fund acquisitions and capital expenditures, net of proceeds received from sales of real estate and distributions received from the JV. Our net cash used in investing activities increased $778 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily as a result of the following: (i) an increase in cash used for real estate asset acquisitions, including the JV Buyout, and (ii) a decrease in distributions from unconsolidated joint ventures. The increase in net cash used in investing activities was partially offset by: (i) an increase in proceeds received from the sales of real estate, (ii) an increase in proceeds received from insurance recoveries, and (iii) a decrease in cash used for capital expenditures.
Financing Cash Flows
Our cash flows from financing activities are generally impacted by repayments under our mortgage debt, equity issuances, contributions from and distributions to Healthpeak, and dividends paid to common shareholders. Our net cash provided by financing activities increased $2.3 billion for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 primarily as a result of the following: (i) proceeds received from the IPO and June Follow-On Offering and (ii) an increase in net contributions from Healthpeak. The increase in net cash provided by financing activities was partially offset by: (i) an increase in repayments of mortgage debt and debt extinguishment costs, (ii) an increase in dividends paid on common stock, (iii) an increase in payments of offering costs, (iv) an increase in distributions to noncontrolling interests, and (v) an increase in payments for deferred financing costs related to the credit agreement entered into in connection with the IPO.
Debt
In January 2026, we made a $102 million early full principal repayment of mortgage debt secured by two senior housing communities with original maturities in December 2026, reducing our outstanding consolidated debt to zero.
See Note 7 to the Combined and Consolidated Financial Statements for additional information about our credit agreement. No principal had been drawn on our credit agreement as of June 30, 2026.
At June 30, 2025, all of our outstanding debt was fixed rate with a weighted average effective interest rate of 3.5%.
Equity
At June 30, 2026, we had 215,972,996 shares of Class A-1 common stock and 75,917,780 shares of Class A-2 common stock outstanding, equity totaled $3.7 billion, and our equity securities, inclusive of common units convertible into Class A-1 common stock, had a market value of $8.4 billion.
Noncontrolling Interests
Healthpeak OP Units. Common unitholders (“OP Unitholders”) have the right to require redemption of part or all of their common units for cash or shares of Janus Living’s Class A-1 common stock, at Janus Living Inc.’s option as managing member of Janus Living OP. The per unit redemption amount is equal to either one share of the Janus Living’s Class A-1 common stock or cash equal to the fair value of a share of Class A-1 common stock at the time of redemption. The common units are classified in permanent equity because Janus Living, Inc. may elect to issue shares of its Class A-1 common stock to OP Unitholders who choose to redeem their common units rather than using cash. Subsequent to the formation transactions and June Follow-On Offering, Janus Living holds 215,972,996 common units in Janus Living OP and Healthpeak holds 75,917,780 common units. The common units held by Healthpeak are recognized within common units of Janus OP, LLC held by Healthpeak Properties, Inc. on the Combined and Consolidated Balance Sheets.
LTIP Units. During the six months ended June 30, 2026, in connection with the IPO, certain of our employees (“LTIP Unitholders”) were issued approximately 392 thousand noncontrolling, non-managing member units in Janus Living OP (“LTIP Units”). When certain conditions are met, the LTIP Unitholders have the right to require redemption of part or all of their LTIP Units for cash or shares of our Class A-1 common stock, at our option as managing member of Janus Living OP. The per unit redemption amount is equal to either one share of our Class A-1 common stock or cash equal to the fair value of a share of Class A-1 common stock at the time of redemption. We classify the LTIP Units in permanent equity because we may elect, in our sole discretion, to issue shares of our Class A-1 common stock to LTIP Unitholders who choose to redeem their LTIP Units rather than using cash. As of June 30, 2026, there were approximately 392 thousand LTIP Units outstanding, and none had met the criteria for redemption.
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Non-GAAP Financial Measures Reconciliations
The following is a reconciliation from net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, to Nareit FFO and FFO as Adjusted (in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net income (loss) $ 14,858 $ (2,570) $ 42,732 $ (4,680)
Real estate related depreciation and amortization 56,473 31,191 107,871 63,990
Janus Living’s share of real estate related depreciation and amortization from unconsolidated joint venture — 4,778 602 9,504
Loss (gain) on sales of depreciable real estate, net (3,884) — (3,884) —
Loss (gain) upon change of control, net(1) — — (46,270) —
Taxes associated with real estate dispositions (1,863) — (1,863) —
Nareit FFO 65,584 33,399 99,188 68,814
Participating securities share in Nareit FFO (7) — (17) —
Diluted Nareit FFO $ 65,577 $ 33,399 $ 99,171 $ 68,814
Impact of adjustments to Nareit FFO:
Transaction and restructuring-related costs(2) $ 3,828 $ — $ 21,702 $ —
Loss (gain) on debt extinguishments — — 302 —
Casualty-related charges (recoveries), net(3) (5,452) 2,814 (5,451) 4,208
Recognition (reversal) of valuation allowance on deferred tax assets(4) — — (1,890) —
Total adjustments $ (1,624) $ 2,814 $ 14,663 $ 4,208
FFO as Adjusted $ 63,960 $ 36,213 $ 113,851 $ 73,022
Participating securities share in FFO as Adjusted — — (3) —
Diluted FFO as Adjusted $ 63,960 $ 36,213 $ 113,848 $ 73,022
Other operating data:
Non-refundable entrance fee sales in excess of (less than) the related GAAP amortization $ 12,866 $ 19,042 $ 20,621 $ 23,738
Deferred income taxes 143 2,656 3,265 5,315
Stock-based compensation amortization expense 340 — 373 —
AFFO capital expenditures (5,275) (3,279) (8,673) (3,565)
Amortization of deferred financing costs and debt discounts (premiums) 126 (183) 73 (364)
Other items(5) (1) (1,744) (7) (2,715)
_______________________________________
(1)The six months ended June 30, 2026 includes a gain upon change of control related to the acquisition of the joint venture partner’s 46.5% interest in the JV which held 19 senior housing properties.
(2)The three and six months ended June 30, 2026 includes transaction costs comprised of legal, advisory, and other professional fees, transfer taxes, formation and organization costs, and expense related to one-time fully vested equity awards associated with our initial public offering.
(3)Casualty-related charges (recoveries), net are recognized in other income (expense), net and equity income (loss) from unconsolidated joint venture in the Combined and Consolidated Statements of Operations.
(4)The six months ended June 30, 2026 includes the income tax impact related to the change in tax status of certain entities in connection with our initial public offering.
(5)The three and six months ended June 30, 2025 includes our proportionate share of AFFO capital expenditures from the JV. AFFO Capital Expenditures include costs incurred in our operating portfolio required to maintain the properties in current market condition and generally are recurring in nature.
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The following table reconciles net income (loss) to NOI and Adjusted NOI for the three and six months ended June 30, 2026 and 2025 (dollars in thousands):
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net income (loss) $ 14,858 $ (2,570) $ 42,732 $ (4,680)
Depreciation and amortization 56,473 31,191 107,871 63,990
General and administrative 1,334 2,382 4,292 5,514
General and administrative - related party management fee 2,472 — 2,800 —
Interest expense 350 949 701 1,897
Transaction costs 4,278 — 22,788 —
Loss (gain) on sales of real estate, net (3,884) — (3,884) —
Loss (gain) upon change of control, net — — (46,270) —
Loss (gain) on debt extinguishments — — 403 —
Other expense (income), net (16,465) 4,029 (17,281) 6,409
Income tax expense (benefit) (1,746) 2,096 (624) 4,687
Equity loss (income) from unconsolidated joint venture — (1,009) (111) (2,460)
Janus Living’s share of unconsolidated joint venture NOI — 6,020 748 12,155
NOI $ 57,670 $ 43,088 $ 114,165 $ 87,512
Adjustments to NOI — (881) — (876)
Adjusted NOI $ 57,670 $ 42,207 $ 114,165 $ 86,636
Critical Accounting Estimates
The preparation of financial statements in conformity with U.S. GAAP requires our management to use judgment in the application of critical accounting estimates and assumptions. We base estimates on the best information available to us at the time, our experience and on various other assumptions believed to be reasonable under the circumstances. These estimates could affect our financial position or results of operations. If our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in a different presentation of our combined and consolidated financial statements. From time to time, we re-evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. A discussion of accounting estimates that we consider critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain is included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Registration Statement. During the six months ended June 30, 2026, we included a new critical accounting estimate as described below:
Valuation of Real Estate Upon Acquisition
For real estate acquisitions accounted for as asset acquisitions, we allocate the acquisition consideration and acquisition costs to the assets acquired and liabilities assumed at fair value as of the acquisition date.
We make estimates as part of our process for allocating acquisition consideration to the various identifiable assets and liabilities based upon the relative fair value of each asset and liability. These fair values are determined using standard valuation methodologies, such as the cost, market, and income approach. These methodologies require various assumptions, including those of a market participant. We utilize available market information in our assessment, such as capitalization and discount rates and comparable sale transactions. The most significant components of our allocations are typically buildings as-if-vacant, land, and in-place resident contract intangibles. In the case of allocating fair value to buildings and in-place resident contract intangibles, our fair value estimates will affect the amount of depreciation and amortization we record over the estimated useful life of each asset acquired.
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